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                                                                      EXHIBIT 99

                                 LUIGINO'S, INC.
                               Report on Form 10-Q
                                  July 18, 1999

Cautionary Statements for Purposes of the "Safe Harbor" provisions of the
Private Securities Litigation Reform Act of 1995

The Private Securities Litigation Reform Act of 1995 provides a "safe harbor"
for forward-looking statements to encourage companies to provide prospective
information without fear of litigation so long as those statements are
identified as forward-looking and are accompanied by meaningful cautionary
statements identifying important factors that could cause actual results to
differ materially from those projected in the statement. The Company desires to
take advantage of these "safe harbor" provisions and is filing this Exhibit 99
in order to do so. Accordingly, the Company hereby identifies the following
important factors which could cause the Company's actual results to differ
materially from any such results which may be projected, forecast, estimated or
budgeted by the Company in forward-looking statements made by the Company from
time to time in reports, registration statements and other written
communications, or in oral forward-looking statements made from time to time by
the Company's officers and agents.

We have substantial indebtedness other than our senior subordinated notes, which
may affect our ability to make scheduled payments on those notes, to redeem them
if we are required to do so, and to pay the principal amounts of the notes when
due.

     Luigino's is highly leveraged. On July 18, 1999, after giving effect to the
sale of the senior subordinated notes we sold in a private offering ("Old
Notes"), the initial borrowings under our new credit facility and the
application of the proceeds from those transactions, we had total indebtedness
of approximately $120.6 million and a shareholders' deficit of $11.6 million as
of July 18, 1999. Of the $120.6 million of total indebtedness, $100.0 million
consisted of the Old Notes. In addition, we may incur additional indebtedness in
the future. The degree to which we are leveraged could prevent us from
repurchasing all of the senior subordinated notes holders tender to us upon the
occurrence of a change of control of Luigino's.

     Our ability to make scheduled payments of principal of, or to pay the
interest and any other payments on, or to refinance, our indebtedness, including
the senior subordinated notes, or to fund our planned capital expenditures will
depend on our future performance, which, to some extent, is subject to general
economic, financial, competitive, legislative, regulatory and other factors that
are beyond our control. We may also need to refinance all or a portion of the
principal amount of the notes on or before maturity. There is a risk that our
business will not generate sufficient cash flow from operations, or that we will
not have sufficient credit available in the future, to enable us to service our
indebtedness, including the senior subordinated notes, or to fund our other
liquidity needs. In addition, there is a risk that we will not be able to
refinance our debt on commercially reasonable terms, or at all.

     The degree to which Luigino's will continue to be leveraged in the future
could have important consequences to the holders of the senior subordinated
notes. The following effects on Luigino's could affect the holders:

     we may have more difficulty satisfying our obligations on the notes,

     we will be increasingly vulnerable to general adverse economic and industry
     conditions,

     we may be have more difficulty obtaining additional financing to fund
     future working capital, capital expenditures and other general corporate
     requirements,

     we may need to dedicate a substantial portion of our cash flow from
     operations to the payment of principal of, and interest on, our
     indebtedness, thereby reducing the availability of such cash flow to
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     fund working capital, capital expenditures, research and development or
     other general corporate purposes,

     we may have less flexibility in planning for, or reacting to, changes in
     our business and the industry, and

     we may be at competitive disadvantage vis-a-vis less leveraged competitors.

In addition, the indenture relating to the senior subordinated notes and our
bank credit facility contain financial and other restrictive covenants that
limit our ability to, among other things, borrow additional funds. If we do not
comply with these covenants, we would be in default, and if the default is not
cured or waived, our business could be adversely affected.

The senior subordinated notes are subordinated to our other indebtedness, which
also may affect our ability to make payments on the notes.

     The notes are and will be subordinated in right of payment to all of our
current and future senior debt. However, the indenture prohibits us from
incurring or otherwise becoming liable for any indebtedness that is subordinate
or junior in right of payment to any senior debt and senior in right of payment
to the notes. Upon any distribution to our creditors in a liquidation or
dissolution of Luigino's or in a bankruptcy, reorganization, insolvency,
receivership or similar proceeding relating to Luigino's or its property, the
holders of our senior debt will be entitled to be paid in full in cash before
any payment may be made on the notes. In addition, the subordination provisions
of the indenture will provide that payments with respect to the notes will be
blocked in the event of a payment default on our senior debt and may be blocked
for up to 179 days each year in the event of nonpayment defaults on that debt.
In the event of a bankruptcy, liquidation or reorganization of Luigino's,
holders of the notes will participate ratably with all holders of our
subordinated indebtedness that is deemed to be of the same class as the notes,
and potentially with all of our other general creditors, based upon the
respective amounts owed to each holder or creditor, in the remaining assets of
Luigino's. In any of the foregoing events, there is a risk that there would not
be sufficient assets to pay amounts due on the notes. As a result, holders of
notes may receive less, ratably, than the holders of our senior debt.

Restrictions imposed under our bank credit facility also may affect our ability
to make payments on the senior subordinated notes.

     Our bank credit facility contains, among other things, financial and other
covenants, including covenants requiring us to maintain specified financial
ratios, restricting our ability to incur indebtedness or to create or suffer to
exist liens, and restricting the amount of capital expenditures which we may
incur in any fiscal year. Compliance with these provisions may limit our ability
to expand our business, and our ability to comply with these provisions and to
repay or refinance the bank credit facility may be affected by events beyond our
control. If we fail to make any required payment under the bank credit facility
or fail to comply with any of the financial and operating covenants included in
the bank credit facility, it would result in an event of default, permitting the
lender to elect to accelerate the maturity of that indebtedness. Any such
acceleration could also result in the acceleration of any of our other
indebtedness. In addition, we may be unable to make scheduled interest payments
or principal payments, if then due, on the notes during the existence of a
default under the bank credit facility or our other indebtedness. If the lender
under the bank credit facility accelerates the maturity of that indebtedness,
there is a risk that we will not have sufficient resources to satisfy our
obligations under the bank credit facility and our other indebtedness, including
the notes.
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Our business is subject to the general risks of the food industry and to
significant competition from larger, well-established companies.

     We are subject to the general risks of the food industry, including:

          the risk that a competitor gains a technological advantage;

          evolving consumer preferences;

          limited shelf life of food products;

          nutritional and health-related concerns;

          federal, state and local food processing controls;

          consumer product liability claims;

          the risk of product tampering;

          mislabeling; and

          the availability and expense of insurance.

In addition, the food products business is highly competitive. Numerous brands
and products compete for shelf space and sales, with competition based primarily
on brand recognition and loyalty, price, quality and convenience. We compete
with a number of established brands and companies, including larger and more
diversified companies. A number of these competitors have broader product lines,
substantially greater financial and other resources available to them, lower
fixed costs and longer operating histories than Luigino's. There is a risk that
we will not be able to compete successfully with these other companies.
Competitive pressure or other factors could cause our products to lose market
share or result in significant price erosion, which could have a material
adverse effect on our business.

Fluctuations in the cost of our ingredients may adversely affect our business.

     We use large quantities of ingredients and packaging materials in our
frozen entrees. As a result, we are significantly affected by increases in the
costs of these ingredients and materials. Due to extremely competitive
conditions in the frozen food industry, following increases in ingredient costs,
we may not be in a position to raise the prices of our frozen food entrees
sufficiently to pass all such costs on to the consumer. In some cases, we enter
into long-term supply contracts that fix the price for raw materials, but such
contracts do not cover all of our ingredients and we may be exposed to cost
increases after a contract expires. Any future material increase in the price of
ingredients for our entrees could have a material adverse effect on Luigino's.

Claims made against us based on product liability could have a material adverse
effect on our business.

     As a producer and marketer of food products, we are subject to the risk of
claims for product liability. We maintain product liability insurance, but there
is a risk that our coverage will not be sufficient to insure against all claims
which may be brought against us, or that we will not be able to maintain that
coverage or obtain additional insurance covering existing or new products. If
someone successfully asserts a product liability claim against us exceeding our
insurance coverage, it could have a material adverse effect on our business,
and, even if a product liability claim is not successful, the time, expense and
negative publicity associated with defending against such a claim could also
have a similar effect.
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We make our sales through independent food brokers, and our ability to maintain
these relationships is important to our business.

     We rely on non-affiliated food brokers to sell our products. The success of
our business depends, in large part, upon the maintenance of a strong
distribution network. We grant food brokers revocable rights to sell Luigino's
products in exclusive territories and they receive as compensation a dollar
amount per case sold. If we were required to obtain additional or alternative
distribution and food brokerage agreements or arrangements in the future, there
can be no assurance we will be able to do so on satisfactory terms or in a
timely manner. Inability to enter into satisfactory brokerage agreements may
inhibit our ability to implement our business plan or to establish markets
necessary to develop our products successfully. No single broker group accounts
for more than 10.0% of our sales.

Luigino's is effectively controlled by one shareholder, who can make
substantially all decisions concerning our business.

     Jeno F. Paulucci, one of his children and trusts for the benefit of his
wife, all three of his children and their children own all of the outstanding
shares of Luigino's common stock. Of such outstanding shares, Mr. Paulucci owns
the only shares of common stock entitled to vote. Accordingly, Mr. Paulucci
elects the entire board of directors and otherwise controls the management of
Luigino's. In addition, our shareholders are parties to a shareholder control
agreement that permits Mr. Paulucci to make decisions with respect to the
management and affairs of Luigino's that would normally be made by the board of
directors, such as to amend the company's articles of incorporation or bylaws,
make capital expenditures over a specified dollar amount, or incur indebtedness.
There is a risk that Mr. Paulucci could make a decision regarding our affairs
which is different than a decision made after full board deliberation, and that
his decision could have an adverse effect on investors.

Loss of our status as an S corporation for federal income tax purposes could
materially affect our income.

     Luigino's has elected to be an S corporation under the IRS code.
Accordingly, our shareholders are directly subject to tax on their respective
proportionate shares of our taxable income for federal and some state income tax
purposes. If someone successfully challenges our status as an S corporation, we
could be required to pay federal and state income taxes, plus interest and
possibly penalties, on our past and future taxable income. There is a risk that
the payment of any such taxes, interest and penalties will have a material
adverse effect on Luigino's.

The loss of our founder or other key personnel could adversely affect our
business.

     Our success depends largely upon the continued services of our executive
officers and key management and other personnel. If we lose the services of one
or more of our current executive officers or other key employees, it could have
a material adverse effect on our business, results of operations and financial
condition. In particular, we rely on our founder, Jeno Paulucci, and our
President and Chief Operating Officer, Ronald Bubar. Mr. Paulucci and Mr. Bubar,
and other executive officers, have extensive experience in the food industry.
Mr. Paulucci has over 50 years of experience. He founded several successful food
companies, including Chun King Corporation, which he sold in 1967 to R.J.
Reynolds Food Company, and Jeno's Inc., which he sold in 1985 to The Pillsbury
Co. Mr. Paulucci was the first Chairman of the Board of R.J. Reynolds Food
Company, now RJR Nabisco, Inc. Mr. Bubar has more than 30 years in the food
industry, and has held senior management positions at The Pillsbury Co. and
Jeno's, Inc. Mr. Paulucci does not have an employment agreement with Luigino's
but provides services to the company under a consulting agreement. Mr. Bubar has
entered into an employment agreement with Luigino's in effect until December
1999, subject to earlier termination or future extensions. We maintain key-man
insurance policies on both Mr. Paulucci and Mr. Bubar, the proceeds of which are
payable to Luigino's.
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We are subject to risks related to Year 2000 issues.

     The computer systems or software products of our suppliers and customers
may not accept input of, store, manipulate or output dates before the Year 2000
or thereafter without error or interruption. There is a risk that we will be
unable to identify all date-handling problems of our suppliers and customers in
advance of their occurrence, or that we will be unable to successfully remedy
problems that are discovered. We are requesting assurances from our significant
suppliers and customers that their systems are Year 2000 compliant or that they
are identifying and addressing problems in their computer systems to upgrade
them for the Year 2000. The expense of our efforts to identify and address such
problems, or the expenses or liabilities to which we may become subject as a
result of such problems, could have a material adverse effect on Luigino's.